


Act of Guidance

by HeroFizzer



Category: Code Geass, この素晴らしい世界に祝福を! | KonoSuba: God's Blessing on this Wonderful World! - All Media Types
Genre: Breast Expansion, Cum Inflation, F/F, F/M, Futanari, Hypnosis, Lactation, Other, Weight Gain, gender bending
Language: English
Status: Completed
Published: 2020-05-14
Updated: 2020-05-14
Packaged: 2021-03-02 23:08:48
Rating: Mature
Warnings: No Archive Warnings Apply
Chapters: 1
Words: 8,044
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/24174886
Author URL: https://archiveofourown.org/users/HeroFizzer/pseuds/HeroFizzer
Summary: Kallen and Lelouch are told to meet with their guidance counselor after having to leave or skip class. The counselor is very beautiful, but is she actually going to be of worth to the two students, or does she have some kind of strange magical touche to her? (Commission)
Relationships: Kouzuki Kallen/Lelouch Lamperouge | Lelouch vi Britannia
Kudos: 14





	Act of Guidance

“A meeting with the student counselor? US?!”

“I guess we HAVE missed out on quite a lot during the fights with Britannia.”

Lelouche and Kallen made their way down the halls of Ashford Academy, wearing their summer uniforms due to the time of year and the heat outside; this allowed the pink haired girl to show off her arms given the sleeveless nature of her blouse, though she needed the breeze to come in through the openings given how hot it would get under dress code regulations. The exiled Britannian prince seemed far too comfortable in his winter and spring attire, which would suffocate anyone else around this time of year.

“Still,” Kallen said, holding her books close to her crotch, “I thought we were doing just fine, you know? I didn't think our grades were slipping, but now we have to go through this? It's disgusting!”

“I'd say more embarrassing,” said Lelouch, “considering our aim is to gain independence from Britannia and let Japan stand on its own again, you don't want to see that the best their army has to offer are two students who can't even keep their grades up.”

“And you're okay with this?” Kallen asked. “I can't imagine you're so calm over the idea of needing counseling, Lelouch!”

The former prince smirked. “I might have gotten a good look at the counselor beforehand,” he said, “so I at least know my attention isn't going to go to waste.”

Kallen paused behind Lelouch, raising an eyebrow at the Britannian. “Just what's that supposed to mean?” she asked. “Am I not good looking enough for you?!”

“Trust me, Kallen, I think you'll see how outclassed you are once you see her for yourself.” Lelouch laughed aloud, prompting his pink haired ally to growl, a vein pumping out on her forehead. Her anger prompted a proper response, with her slamming her books in the back of his head.

“God, you're such a pervert,” Kallen said, dragging the dizzy Lelouch further down the hall, “It's no wonder YOU'RE grades are slipping...”

##

When they arrived at the student counselor's office, which was in actuality an unoccupied classroom, Kallen's face froze with surprise as she swallowed her pride, seeing the brown skinned woman sitting behind the desk, working on papers related to her job. Sweat formed atop her forehead, making her wish she was wearing her trademark red bandana so she at least had something to absorb the bodily fluid. Lelouch remained smug as he stared on at her form, admiring the curvy physique of the woman behind the desk.

Indeed, for someone who was considered the guidance counselor, she seemed unusually overdressed, wearing a long red dress that would be much more suitable for a cocktail party. The gown went down to her ankles, with a white frill around a slit that showed off much of her left leg. She was wearing stockings underneath that, black ones that her skin could clearly be seen through due to how stretched out they likely were due to her thickness. The woman wore white gloves that reached up to her biceps, which Kallen had a sense of jealousy over. The cleavage on the gown seemed especially deep, showing off her large chest, with the only modest things covering it up being a web-like netting and a golden necklace that covered her collarbone.

Kallen's intimidation wore off quickly, knowing the woman still had nothing on her own charm. Even with her black hair and red-dyed bangs, there was no reason for her to feel so worried around such a beautiful woman. The counselor finally looked up from her paperwork, a warm smile curling onto her lips as she stood up. The intimidation returned when Kallen saw she was about a head taller than both her and Lelouch.

“Ah, so you must be the students I've been told to speak with!” said the woman, having a motherly warmth to her. “You can just call me Sylvia, no need for further formalities!”

“If you say so, SylviACK!” Kallen's voice was muffled as Sylvia hugged her close, the pink haired girl slowly growing relaxed in this oddly pleasant and plush hell she's been placed in.

“My, you're a friendly one, aren't you, Sylvia?” Lelouch chuckled.

“You might just say that!” Sylvia said, finally freeing Kallen of her marshmallow prison. The pink haired girl felt especially dazed, only to quickly act as if nothing had happened. “I had a harrowing experience in another...city...” said the dark skinned woman, being cautious to avoid the fact she actually came from another realm. “People just didn't seem to like me, in particular this group of four students. One of them was a boy who was too shy about my body, and another claimed she was a goddess! Could you believe that?”

“Well, Britannia has gone through some weird things but AGH!” Lelouch found himself between the pillows of Sylvia's breasts now, his face smothered by her large black orbs while she grew overly friendly with him.

“Ah, but it's so nice to have two of you here! Two bright and shining students that I can turn into my own budding little butterflies! I can't see any problems here, can either of you?”

When Lelouch was freed from the woman's bosom, he seemed quite unfazed by what he just experienced. Kallen was still the same way, but neither of them questioned it. They were perfectly blank on the situation, as if they hadn't just been smothered and molested by the guidance counselor. “Now come take a seat! We'll begin going over the problems and how we can solve them in an easy and timely manner!”

“Yes, ma'am!” Lelouch and Kallen said in unison.

Taking their seats, the two listened closely to what the counselor had to say to them, though they weren't actually paying it all that much attention. Though their ears picked up her words, they went in one way and out the other, while their gaze seemed much more fixated on the woman's body. Kallen especially was staring at Sylvia's breasts, watching them swing back and forth while the dark skinned woman spoke about their performances. Lelouch was in admiration of her figure, astounded by how well built she was compared to most others in the country.

This prompted some changes out of nowhere regarding the students, as Kallen's breasts began to expand, stretching out her summer blouse while her eyes fixated on the counselor. Nothing felt out of the ordinary as the orbs inflated, even as they pushed into the top to the point it was growing smaller in size around her. The buttons soon flew off of the blouse, some breaking off and bouncing all over even as her boobs dropped atop the desk.

“Did you feel something?” Kallen asked aloud. “Weird, something didn't seem quite right there.”

“It may just be your imagination, darling.” Sylvia replied. “Now, where was I...?”

As the dark skinned woman continued to discuss a topic that was unrelated to their grades and classes, Lelouch seemed invested regardless of the subject. So invested, in fact, that he was ignorant of how much his ass and thighs were growing underneath his outfit. His waistline was expanding in a manner similar to Kallen's breasts, which he had yet to even pay much attention to. The backside had taken on an oddly feminine build, one he would think to find on women in a music video acting as eye candy. They soon grew out enough that the former prince was now without pants, the fabric having combusted after the rip his growing hips had made.

“Hm...my legs feel much cooler.” Lelouch said, humming in delight as the air brushed on his feminine legs.

“So I see.” Sylvia said, grinning in admiration of his slow transformation. “Kallen, why don't you be a dear and keep Lelouch's ass warm with your tongue? You might make for a better seat than anything, with how your grades have been.”

“Yes, ma'am.” Kallen said, leaving her seat without issue. Her body adjusted to the grown out tits easily, acting as though she hadn't lost her balance with their addition to her frame. Lelouch sat up without any complaints, allowing the pink haired girl to sit on the floor while she rested her head on his seat. The former prince then smothered her face with his grown out ass, while his cock expanded into a full erection. It managed to slip between Kallen's breasts on its own, and yet she squeezed her mounds around it as if she was consciously aware of its presence.

Finished speaking, Sylvia had dropped any pretenses that she was even lecturing the pair, licking her lips at the sight she was seeing; Kallen massaging Lelouch with her breasts while she rimmed his asshole with her tongue. It was an arousing sight to behold, one that would slowly get a rise out of her as well. The sight of a woman licking at a boy's ass, trying to inject itself into the cavity, no less, was perhaps one of the best sights she could ever imagine out of this job.

Small grunts escaped Lelouch's lips, which remained tight as he felt Kallen's tongue manage to punch away at his asshole until she punctured his rectum, slipping it inside to get a taste of its walls. The pink haired student hummed at the flavor, her mind more fixated on playing with his asshole more than wondering how she was okay with this. In fact the thought never crossed her mind, enjoying the aroma that came from the prince's asshole, while she remained smothered by his shapely feminine backside.

Smoothing her legs out on her dress, Sylvia continued to watch the two play with one another, her hands brushing over her legs. She had the two under her control now, and they would do anything she wanted them to, especially if it meant Kallen would lick his asshole without protest. It made her so hard, aroused by the hard bouncing the pink haired girl's breasts made while Lelouch ran his cock between them. The veins throbbed hard on her orbs, pumping heavily while it was aimed down at the rest of the female student's form. If this went as planned, Sylvia may just have a few more toys to play with throughout her run here.

Kallen ripped her skirt off of herself, revealing she had gone commando underneath. With no panties on, Sylvia stared on and smiled, pleased to see how much more easily this will go for her. Her breasts massaged Lelouch's cock more aggressively, to the point his moans here growing louder, even though his expression went unchanged. To the dark skinned counselor, it was as though he was still invested in her words, despite the fact she hadn't said anything for the last few minutes.

Without flinching, Lelouch released his seed on Kallen's body, her tongue having worked hard on his prostate while her breasts kept squeezing against his cock. Pushing downward with her breasts, the pink haired student did her best to drain his trouser snake, squeezing every last ounce of cum from his balls until there was nothing left for him to give her. As the prince gripped the sides of his desk, the lower half of Kallen's body, from the torso down to her pussy, was covered by his seed. The prince sighed of relief, his lips curled in satisfaction, even if he had no idea how surreal the nature of the scenario became. His reality had changed and he barely noticed it.

Kallen began to play with her clit, her mind still racing with the order to play with Lelouch's ass while her face remained a seat for his much thicker backside. His cock remained hard throughout, though now he was the one working his body, grinding his ass atop her face while she was given a taste of his taint as well.

Before things could get any better, the bell signaling the end of the day sounded, causing Sylvia to sigh in disappointment. “Goodness,” Sylvia whined, “the time does fly, doesn't it? You're dismissed for now, but we'll pick up where we left off tomorrow morning, okay, my lovelies? Make sure you come right here, there'll be no time for homeroom or any other class, as that's how important this is.”

“Yes, ma'am!” Lelouch said, removing himself from Kallen's face.

“I can't wait for tomorrow's session, Sylvia.” Kallen said, her breasts dangling in the air as she bowed to the dark skinned counselor. It didn't seem to concern her that she was leaving the school grounds naked, with only the cream of her friend on her torso and legs. Lelouch was ignorant of the fact he wore pants as well, though this amused Sylvia, as it let her know that everything was working as she wished.

“Now to wait and see how tomorrow's session goes.” she said in a light chuckle after the students left her room.

##

“Good morning, Sylvia!”

The dark skinned woman lifted her head with a smile, pleased with seeing the changes that Kallen and Lelouch had undergone. Lelouch's hair had grown out seemingly overnight, going down to his neck while having a much more feminine flare to himself. His cock was hanging out underneath the short skirt of the Academy's uniform, showing how hard it was to hide under the thong bikini, especially with his expanded ass and thighs. Kallen didn't seem too much different, aside from the fact she now sported a large pecker where her clitoris once laid, likely formed from keeping her male friend's seed on top of it after they left yesterday.

“Oh, how lovely!” Sylvia said, standing up from behind her desk. “You too are doing so much better in your classes, I see!”

“I definitely feel smarter regarding my classes.” Kallen said, dropping her books to her desk to show off the P-cup sized breasts she now had proudly on display, her blouse unable to button up and contain such enlarged jugs.

Lelouch's breasts were nowhere near the size of Kallen's, but his feminine appeal was what Sylvia lusted over the most, enjoying the transformation he had undergone. “And how are you, Lelouch? Feeling more balanced than ever before?”

“I think so, yes.” Lelouch replied, unaware of the counselor's pun. “Nothing feels different from the previous day.”

“Not even back pains?” teased Sylvia.

“No, why?”

“No reason.” she chuckled. “I want you both near me today, I have something for you to observe while I lecture you about your future at the Academy.”

Lelouch and Kallen knelt before the dark skinned woman as she sat on top of her desk, lifting the skirt of her dress up to expose her legs to the two. Neither one batted an eye at the seductive nature of the counselor, too in admiration of her legs, even if they didn't show it in their eyes. The counselor was speaking nonsense, rambling on about the other world she came from now that it was clear neither one cared about what she had to say. They would be eating out of the palm of her hand now, although she intended on having them snack on something else in the meantime.

Once her skirt was over her lap, Sylvia showed off the ten inch pecker she had hidden underneath, stroking it proudly while she eyed Lelouch and Kallen. They were mesmerized by her erection, with the former prince salivating at the sight of it, showing eagerness despite holding one of the most perfect poker faces ever. Even so, it wasn't enough to distract from the growling stomachs the counselor could hear. “Are you hungry?” Sylvia asked. “Don't tell me you skipped breakfast. But if you wish to have a little something to snack on, I suppose I can share this.”

Standing before the pair, Sylvia let her students bring their tongues up to her cock, their tongues lashing away at the glans while her nostrils flared up. She was tingling as they licked her rod with eagerness, their mouths touching together on occasion while they worshiped her orally. “Ohh, you're working my cock so well...” she said lightly.

Kallen's mouth moved down to Sylvia's balls, popping them inside her mouth while she stared blankly at the counselor. Her tongue wrapped around each nut, sucking the salty flavor off the sack while her saliva swished around. The pink haired student was building up her drool immensely, almost attempting to drown the scrotum, if that were a thing. She still adored the taste of Sylvia's sack, worshiping it with her tongue.

This left Lelouch to handle her cock, using his mouth to properly pleasure the rod. Sylvia moaned happily while petting his grown out hair, seeing him suck his cheeks in while his head bobbed against her shaft. He was sweet to leave behind his saliva, with large gobs of it trailing on the dark skinned member. It dripped onto Kallen's face while she continued to suck the scrotum, though she was obviously unfazed by how she was dampened by the drooling fluid despite purrs of pleasure coming from her lips.

Sylvia finally ripped her breasts out of the dress, tearing her dress in the process. She fondled them as she watched the students play with her rod, admiring the work that went into keeping her so stiff. She was also impressed with Lelouch's ability to suck her cock off without gagging on it. Perhaps her hypnosis worked much better than she could have ever anticipated if he could pull that off.

After his lips popped off of Sylvia's knob, the female form of Lelouch rested his breasts atop Kallen's face, smothering the pink haired girl while she continued to snack on the counselor's nuts. She sucked hard on them while Lelouch squeezed the dark rod with his boobs, massaging his saliva into her skin while looking up at the woman while she continued to fondle her own. She swirled her finger around the nipples, causing them to form bumps while the nubs grew hard, sticking out as stiff as the members of the two students she was feeding her member to. There was a hypnotic pull towards her tits, and yet Lelouch had no idea what could be causing that.

Kallen found herself being called to the mounds, removing her lips off of the scrotum before hopping up to meet with Sylvia's breasts. The pink haired girl sucked on the counselor's nipple, with the dark skinned woman sucking on her lower lip. The hard suckle coming from the pink haired student was fantastic, so much so that her cock began to throb heavily between Lelouch's tits. The feminized prince was enjoying that feeling, all while his jugs massaged the shaft with the urethral slit pointed at his face whenever it surfaced. It was clear to him, even in this state, that it would explode on him, and he embraced that future very well. His tongue stuck out as the crown cleared his boobs, giving it a flick before it disappeared once more, only to pop back out seconds later.

Unbeknownst to Kallen, the more she suckled on Sylvia's nipples, the more her breasts expanded. The counselor hummed as she saw her own mounds grow out the more her boobs were played with by the pink haired student. They grew outwards quite a bit, reaching down below her belly button and just before Lelouch's scalp. The former prince didn't seem bothered at all by the fact he would soon be smothered by the dark skinned woman, though he didn't see it as payback for doing the same to his fellow student, either. Not that he was even aware he had done it.

The pink haired girl began to drive her hips against the counselor, dry humping her thighs even as her cock slapped into the dark skin. Her mouth opened up to let loose her moans, which came as music to the ears of the chimera. Sylvia admired that, purring in delight as her penis continued to throb. She was tensing up as she neared release, her legs trembling underneath while she held back only briefly. The dark skinned chimera was ready to let loose, having little care if she did harm to Lelouch's eyes while he remained focused on giving an excellent breast massage.

After a while, Sylvia's cock finally exploded in Lelouch's face, finally satisfying a desire he didn't know he had. His face was creamed with the counselor's spunk, coating him in the white fluid while he kept his mouth open wide. Kallen found milk seeping into her mouth the longer she suckled on the dark skinned woman's nipple, enjoying the oddly sweet flavor that came from the tit. It filled her mouth up with such warmth, satiating a need she could never recall having in her life, given the upbringing she had with her mothers.

“Oh, my, Lelouch is looking rather filthy!” laughed Sylvia, pointing it out to the girl at her nipple. “Why don't you clean him up, Kallen?”

Without further provoking, Kallen did just that, kneeling next to Lelouch and cleaning his face with her tongue. She had a good taste of just what Sylvia's cum tasted like, letting the gobs she cleaned off her friend's face sit on her tongue for some time. When she had practically wiped the milk off of him, the feminized prince locked lips with her, sucking any cum that was in her mouth out for himself. They ended up making out, humming into one another's mouths as if they hadn't been swapping spit and cum. The counselor didn't care, finding the pair to be rather cute as they at at her load.

“Very good! Now stand up and let me see how hard you've both grown.” Sylvia commanded, with the two following her order easily. Kallen and Lelouch showed off their peckers to the counselor, admiring the length they had obtained in the several hours since she had seen them. She had seen the Brtiannian's dick previously after ordering the girl to please him, but it had definitely grown out quite a bit.

“Mmm, so nice and thick! And look at how long they are!” Sylvia said with excitement, rubbing her fingers over each crown. “Why don't you show me how well you use them, now? I want to watch you fuck each other!”

Both nodded, feeling as though there was something off about this. Neither really knew what it had to do with their grades and school, but the thought vanished as quickly as it arrived. Kallen took a seat at one of the desks, resting her knees on top of it while leaning her huge tits over the backrest and onto the desk behind it. Lelouch pushed the desk out of his way, rubbing his glans over the pink haired girl's asshole while it remained the only hole she now had. A light grunt escaped her lips, though nothing rougher than that came from her or the prince. His cock slowly slipped through her rectum, stretching the walls out while burrowing deep inside.

Sylvia watched as the expressions contorted, showing signs of pleasure from the act of sodomy. It was just as she wanted it, enjoying the arousing features while they were about to perform anal. Once Lelouch's rod finally shoved inside of Kallen, reaching all the way to her ass, he pulled back and lightly humped against the rear, with small grunts escaping their mouths as though nothing out of the blue was happening to them. It made her cock rise up yet again, rubbing the seed that had spilled back from Lelouch's face and covered her veins in the thick cream. It was just what she had wanted, but she decided to wait a moment before joining in on the action.

Lelouch did his best to grope Kallen's breasts from behind, his own squeezing into her back before spilling into her head. Given the size it was touch to properly reach around for her orbs, but the pink haired student didn't seem to mind it. Her breasts jiggled while sitting atop the desk, shaking about with every thrust the Britannian made against her backside. The cock visibly appeared against her stomach lining, with Sylvia able to see just how far he was going up her rectum.

Pacing around the students, the counselor licked her lips as she watched the two fucking, with Kallen gripping the desk her breasts were sitting on top of. It rocked about with every force of power Lelouch put in his hips, while his enlarged mammaries sat on top of the pink hair of his friend. Licking her lips, Sylvia took special note of the rod rising up between Kallen's tits, itself sitting between her mounds. This drew her attention, approaching the girl as her rod poked against her jiggling jugs.

“What a lovely set of honkers!” Sylvia said, giving Kallen's nipple a light squeeze. “They've grown out so well, especially the nipples. They're so big I might just be able to stick my cock inside of them.”

“I wouldn't mind that.” Kallen said, grunting as Lelouch continued to drive his dick up her ass.

Pushing the tip against Kallen's nipple, Sylvia held the nub up so that her means of insertion wouldn't be an issue. There was a struggle, to be sure, but the dark skinned counselor managed to pop her shaft inside of the pink haired student's breast, causing a sharp inhale from the busty girl, but no other change in facial expression. The counselor hummed as she pushed her rod further into Kallen, grunting as she made certain that the virgin nipple was easy for her and others to use, as this was clearly a new territory for her.

“This feels...so good.” Kallen groaned, her brain shifting gears at the experience to avoid returning to its normal state. “I like the idea of having my nipple fucked.”

Sylvia cackled, pushing until the base had met with the nipple. “You and Lelouch, I'm certain! I imagine he'll love the idea of having his breasts filled with my seed, correct?” Lelouch said nothing, only nodding while he kept his focus on bucking into Kallen's thick backside. “Actually, why don't you join me, young man? I think it's only fair that we give both nipples a treat, just to make sure they're evenly filled.”

Doing as he was told, Lelouch pulled his pecker out of Kallen's ass, his cock and tits bouncing with every step he took to the other side of his fellow student. The Britannian did the same thing as Sylvia had to penetrate the breast, looking nowhere near nervous or concerned as he rubbed his crown against the nub. With enough of his precum lubing it up, the prince managed to poke it through, grunting through closed lips as he burrowed into the breast. It was a new feeling for Lelouch, but he welcomed it while standing next to Sylvia, who admired his determination, even if it had been hypnotized into him.

With their cocks fully sheathed by the nipple, Lelouch and Sylvia bucked away at Kallen's giant orbs, watching them jiggle atop the desk while Kallen stared on blankly. There was no emotion for her to share, just looking at the other two in the classroom that doubled as the counselor's office, plowing into her nipples as if they were any other hole on her body. The pink haired student remained unperturbed by the actions, though her mind was also focusing on her ass. She clenched in on her sphincter, the hole having been turned into a gaping cave thanks to the effort made by her Britannian classmate.

After Lelouch and Sylvia pulled out of the nipples, Kallen looked on at her tits and pushed down at her soft flesh. She and the others watched as their seed seeped from the fresh new openings on her boobs, the seed mixing with breast milk while dripping onto the desk. It then cascaded to the floor, making a milky mess at the feet of the other two. A whimper escaped the pink haired student's mouth, her lips quivering from the experience.

"My! We did fantastic work on her tits, didn't we, Lelouch?" Sylvia asked as she petted his feminine scalp. "I think it's your turn now to have your breasts expanded with cum."

"May I join?" Fallen asked, standing up from her seat with ease while her breasts slowly defied gravity with how they rested on her chest.

"Of course! We need all the cocks we can if we want to keep Lelouch balanced!"

Kallen took to one side of Lelouch while Sylvia remained on her side, stroking their cocks as Lelouch took to his knees. His legs rested in the puddle of cum and milk that Kallen released, though he was not at all concerned with where he was, so long as they filled his tits with their rods. The pink haired student could at least see the struggle the Britannian had with puncturing her nipple, even if she did finally break through. The counselor had no trouble at all, having a bit more experience after penetrating the nipples prior to the prince.

As the two women bucked into his breasts hard, light grunts came from Lelouch's mouth, as they were the only sounds he could make in his hypnotic state. It wasn't harming him nor Kallen, as was the instruction sent by Sylvia in their minds, but it was still something they could feel. He held up his large breasts with ease, staring up at Kallen's to compare the size. She was definitely larger than even the guidance counselor, but Sylvia didn't seem to mind that in the slightest. Her tongue hung out of her mouth while she rammed into the nipple, with breast milk pumping out every time she pulled away from Lelouch's breast.

“Such a good hole!” panted Sylvia. “I love fucking your nipples, students! It's so satisfying and invigorating! I couldn't have asked for more from you!”

Kallen had nothing to say, sucking her lower lip while she fixated on pumping her dick in and out of Lelouch's tit. The pleasure was there, deep in her eyes while she groaned heavily. Her cock was throbbing heavily inside his breast, her breathing growing heavy as the veins throbbed on her member. She was growing close to climax, and judging by how the dark skinned counselor was handling herself, she was on the brink as well.

Lelouch breathed heavily, his mouth opened slightly as he stared on, watching the two women pummel away at his nipples. It was incredibly arousing, bringing his member back to a full erection in almost no time. The Britannian managed to slip it between his breasts, which moved about with every hip thrusted against his orbs while Kallen and Sylvia grew more aggressive with his boobs.

Kallen's brow furrowed as her hips swung more aggressively against the breast, with milk spurting out as she pulled back. Sylvia giggled as she watched on, her own member working its hardest into the prince's nipple, bucking harder to match with the pink haired girl's technique. The faster they went, the more likely they were to cum, and with the soft mounds brushing against his cock, Lelouch was likely to join them in that regard.

Just as expected, all three parties came in unison, with Kallen and Sylvia spilling their seed inside of Lelouch's breasts, causing them to swell up immensely. Their creamy jizz caused the mounds to expand, growing almost as large as the pink haired girl's. The prince's cum had shot upwards into the air, acting like a geyser as it rose just high enough to nearly reach the ceiling, then splatter down like a sudden rainfall on all three of them.

After unplugging the nipples with their rods, Kallen and Sylvia began to clean one another up, using their tongues to wipe the spunk off and let it travel down their throats. Lelouch managed to do the same, allowing the girls to wipe his seed off with their saliva as well, all while more seed poured out of the gaping nipples they had just filled up.

“How are your boobs, Lelouch?” Sylvia asked of the exhausted prince. “Can you lift them up?”

“Yeah, it's no big deal.” Lelouch confessed, standing up even as his tits leaked of penile fluids. A puddle formed at his feet, and yet the feminized prince didn't seem bothered by the fluids drenching his toes in the milky substance. Curious, Kallen approached her friend, leaning into the leaking nipple to see what it tasted like, locking lips with the nipple to secure it for herself. Her cheeks puffed up quickly, to the point the liquid poured over her lip and onto her chin. It became so hard to swallow so quickly that she pulled back in defeat, ashamed of what little she accomplished.

“I tried so hard to get it all...” whined Kallen.

“You did well, though!” Sylvia said, rubbing at the pink haired girl's stomach. “Look, you put on quite a few pounds.” Though she couldn't actually see it thanks to the growth her breasts had made in the last day, Kallen could certainly feel the bump in her belly as the counselor ran her hands over it. It made the female student feel as though she was slowly putting on some weight, but at the same time she had a motherly beam to her, as swallowing Lelouch's cum and milk mixture gave her the appearance of a pregnant woman, even if she was nowhere near the means of giving birth.

“I guess that's not a terrible thing.” Kallen said, her lips curling into a smile.

“Hey, I wouldn't mind wanting a few pounds on me, too!” Lelouch said, his eyes filled with excitement. “Can we try it next, Sylvia?!”

The counselor chuckled. “Maybe in a moment. There's something I'm honestly hankering for right now.”

From there, they took a break and pushed the desks as far back as they could, making enough room for the three and their large udders to lay on their sides and form a triangle. With enough room, they were able to reach each other's assholes, rimming away with deep arousal until their cocks fully inflated once more. Until that occurred, Sylvia was enjoying the flavor of Lelouch's rectum, while the Britannian ate the cavity of Kallen. That left the pink haired student to munch on the counselor's asshole, which tasted much sweeter compared to that of her friend's.

Sylvia was especially thorough in comparison to the other two, as her tongue managed to slither inside of Lelouch and play around with his prostate. The Britannian prince shivered, his cock throbbing between his tits as they continued to leak out from the nipples. Kallen hummed in delight, her voice wavering as her friend's tongue tickled at her rectal passageway. She in turn was able to lock her lips on the dark skinned woman's sphincter, lashing away as it clenched inwards on instinct. The counselor herself felt as though she had gone to heaven, given how well the female student was sucking on her backside.

When they finished their rimming, Sylvia managed to sit up, clapping her hands together so as to gain the attention of the two students. “Very good! Such talented students, for sure!” she said with excitement. “Now, why don't we see if we can get a train going, hm?”

“A train?” asked Kallen.

“Yes! We'll start here as a demonstration.” Sylvia walked behind Lelouch, bringing him over to her desk and leaning him over, his large nipples leaking fluids onto her paperwork. From there she guided her cock inside his asshole, his lips pursing as the girth of the counselor pushed his rectal cavity out, stretching it so that she could properly take on such a huge rod.

“Oh, god, it's getting deep!” groaned Kallen, his hands resting atop his enlarged breasts. “Keep going further, Sylvia. I want to feel good about this.”

The counselor's rod slid up against Lelouch's stomach lining, the prince grunting as the counselor reached his thick ass with her hips. Kallen's cock pushed its way through her breasts, as there was no other way she would be able to properly massage them with her hands as so much was in the way. She used her tits to massage the rod, pumping her soft marshmallow orbs against the rod to keep it stiff while watching Sylvia ream into the prince's asshole.

“How does it feel?” huffed Sylvia, her hips getting an additional workout as she plowed into Lelouch's plump rear. “Does it feel fantastic being pegged by my gigantic rod? Do you love how it fills your asshole and fits inside so easily?”

“I love it!” moaned Lelouch, with signs of enjoyment in the tone of his voice. “Please, please give me more!” His face curled into his chest, almost pushing against his breasts as they rippled on top of the desk. He sucked on his lower lip, purrs of pleasure coming from his mouth while Sylvia leaned into him. Her breasts squeezed between their bodies, with her milky nipples pressing into his back. She was lactating heavily, although it was no different from the precum that slowly seeped inside of the prince's asshole.

Kallen showed eagerness and anxiety mixed in one expression, hopping up and down on her feet while her leaky breasts bounced in place. Her mouth watered as Sylvia continued to pound away at the prince, his ass cheeks jiggling with every slap made into his rear. Lelouch's cock throbbed against the desk as well, leaving its own clear liquid stains while waiting for the proper time to release.

“S-Sylvia? Is there something I could do?” Kallen asked, almost begging to join.

“Oh yes! Sorry, Kallen, I forgot to add you to the train.” She laughed as she paused from her anal reaming of Lelouch's ass, spreading her own cheeks apart to show off her brown-eyed girl. “Go ahead and stick it in, honey. You can be the caboose and plow mine.”

Excited, Kallen shoved her pecker into Sylvia's rear, forcing its way inside her rectal cavity. The counselor squeaked with delight, her tongue hanging out as the pink haired girl managed to stretch her out to fit inside the dark skinned woman. “Ah! Goodness! You're so much bigger than I imagined!” panted Sylvia as Kallen began to plow into her rear. The students were still under her control, of that she was certain, but even she almost forgot that with how they were acting.

“Yes, plow my ass! Plow my ass, Sylvia!” Lelouch cried out, his eyes rolling back as the counselor continued to pummel his backside. His nipples were leaking more profusely, spilling off of the desk and onto the floor surrounding it. Even the dark skinned woman couldn't help herself, leaning into the prince's neckline and biting lightly into his neckline.

That seemed to be all the Britannian needed to get off, as his cock spurted cum onto the front of the desk, soaking the polished wood as it dripped onto his feet and the floor, adding to the massive puddle that had been forming with his milk lactating. The counselor and Kallen continued to buck away regardless of his release, as they were in need of shooting out another load after such a short period of time. That was Sylvia's favorite part in all this; no matter how many times they came, she could control their balls to fill back up right away and their cocks to stand at full attention if she wanted to.

Of course, the more Kallen ran into Sylvia's backside, the more the chimera was ready to burst as well. The crown of the pink haired student's member was ramming into her stomach, much the same way the dark skinned woman was forcing her tip against Lelouch's belly. The train was still going even if the prince was exhausted, although with how vehemently Sylvia was riding his ass and covering his prostate in such a small space, he could possibly get it up once more if she willed it so.

Leaning into Kallen's ear, the counselor asked him, “So, how badly do you want me to cum inside you, Lelouch? Do you really want to see the full extent of my cock and its stream of cum?”

“I want it...” Lelouch whimpered, his lips quivering as his knees buckled in. “I want it so bad, Sylvia. Please, let me see your cum. Fill my asshole with your sweet hot milk!”

“That's what I hoped you would say.” Sylvia said as she grinned. She pumped into Lelouch's thick ass harder, prompting harder slaps into his thick ass that made the prince gasp with every thrust. He was barely able to catch his breath with how aggressive the counselor was being, but in a way she enjoyed that more than she should.

Kallen was barely able to keep up with Sylvia, thanks to how quick the counselor was moving between her and Lelouch. It still created heavy friction on her dick, though it was out of her control whether or not it would burst inside the dark skinned woman. She growled through her lips, enjoying the throbbing nature of her shaft, but even she couldn't hold it back for very long.

Something finally gave inside of Kallen, creating a chain reaction as her cum blasted inside Sylvia, swelling her stomach up with her jizz. The counselor squealed with delight, her tongue hanging out as she felt the full blast of the pink haired girl's cum against her belly. The same could be said of Lelouch, who rested his head on his tits as the counselor filled his belly with cum, expanding it the same way his breast milk had for Kallen. But it seemed to go even far beyond that.

Not only was the female Lelouch's stomach swelling up thanks to Sylvia's cum, but so did the rest of his body. Arms and legs, fingers and toes, each of them continued to grow on the prince's figure, adding to the weight of the Britannian. He didn't seem to mind it in the slightest, even as it body began to bloat immensely with the counselor's load. As Kallen came down from her sexual high, she noticed how Lelouch eventually towered over them, though with so little movement due to the cum injected all over his body. He even had multiple chins, due to how much of his body could be considered blubber. Even his breasts appeared smaller in size compared to when he was still as tall as them.

Sylvia backed away, unplugging her cock from the prince's rectum just as he sat down on the floor of the classroom, causing a large earthquake of his own accord. He was incapable of much movement after that, with so much cum stuffed in his muscle and being turned into fat.

“Lelouch? Are you okay?” Kallen asked casually, remaining calm.

“Yeah. Why, do I look different to you?” Lelouch asked.

“...No, not really.” Kallen replied, acting as if her friend hadn't just gained weight in the last minute.

“He does look sexy this way, doesn't he, Kallen?” Sylvia chuckled, sneaking behind the pink haired girl. “Wouldn't you want to join him in having such a large size? It will do your body good, you know.”

“I...don't see why not.” moaned Kallen as Sylvia rubbed her cock between her cheeks, massaging her darkened rod against the pale backside. The counselor moved her rod against the buns, using them to stiffen herself back into a full erection. She loved using the students like her own little toys, making them the center of her pleasure while their minds were hers to fill. The passionate sighs that escaped Kallen's mouth were music to her ears, causing a spurt of precum to shoot out and land on the girl's tailbone.

The cock finally pushed itself inside Kallen, being the first time she had experienced anal in their two sessions with the counselor. Satisfied with how Lelouch had stretched her out earlier in the day, Sylvia began to work hard on the girl's ass, slapping her hips hard while holding her arms back. This left little room between her breasts and Kallen's back, thrusting hard into her rear while the counselor's cock pushed up against her belly.

“Ah! Yes! That feels nice, Sylvia!” moaned Kallen, her tits shaking with every thrust from the counselor. Even as the counselor held onto her arms, the girl's hands balled up into fists, with every muscle in her body tensing up. It was the most fantastic sensation the pink haired pilot could ever witness, and she felt happy to have experienced it with Sylvia, even if she wasn't fully aware of it.

The dark skinned woman was just pleased to have another hole to fill, looking up at Lelouch as he tried to grab his cock to play with while watching the two have more action. With his chubby arms and the fat of his torso covering his crotch, it was still hard to reach, and yet he didn't seem fully bothered by that.

“How close are you now?” Sylvia asked, brushing her fingers through Kallen's hair. “Because I don't think I can last much longer myself. Just think about how my cum in your asshole can make you feel so large among the student body.”

“Please, please let me have it!” begged Kallen. “Let me have that cum! Fill me up! Give me weight!”

Sylvia gave one last harsh thrust against Kallen's ass, groaning as she dumped her load inside the hypnotized girl's rectum. The chimera still had quite a lot of cum to give up, and she was happy to give it to the student after all this time. It filled her stomach up, same as it had Lelouch, expanding it beyond the pregnant aesthetic she had been given prior. Her whole body was filled up by Sylvia's cum, draining into her arms and legs and growing outwards from there. The size Kallen took afterwards was incredible, with even her throat being pushed outwards by the additional fat she gained from the counselor and her cock.

When all was said and done, Kallen had finally become as obese as Lelouch, with Sylvia running out of the way as the female student fell on her back. The collapse of the pink haired girl created the same measure of earthquakes as the prince had before, their bodies now gigantic blobs of fat, naked inside the classroom the dark skinned woman had been using to act as a guidance counselor inside.

As she stared up at the students, Sylvia smiled, impressed by her own handiwork. She was exhausted and naked, of course, but she imagined that they were just as much so, especially since they could barely move. “So, how do you two feel?” she asked.

“Not bad.” Lelouch said. “Large and in charge, I guess.”

“Very good!” Sylvia said, pulling out her phone as she dialed a number. “Then I think I’m going to invite some friends over to have a little fun with you in these forms. It’s a nice way to make money on the side as a counselor, plus you two get to experience more fun while you’re fatter than a boulder!”

“Good…” sighed Kallen. “I can’t wait to experience that.”

“Me neither.” said Lelouch, trying his best to play with his breasts.

##

“Good morning, Sylvia!”

The counselor turned her head to see Lelouch and Kallen standing in the doorway, wearing the same slutty school uniforms they had the day prior. In fact, aside from the fact their cocks and breasts were leaking profusely, the two looked and acted as if nothing had happened yesterday; not the weight gain, or the growth of their breasts. They were just as slender as when they arrived in the morning, which Sylvia was quite all right with. This was exactly as she wanted them, after all.”

“Good morning, students.” Sylvia said as the two attempted to take a seat. “Let’s pick up where we left off yesterday, shall we?”

**Author's Note:**

> Thank you for reading!
> 
> If you'd like to know when I update my stories, follow me on Twitter at HeroicFizzer.


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